The reason to pay attention to Film Stars Don’t Die In Liverpool is the reason it got made in the first place: the opportunity it provides to see star Annette Bening in action.Bening has always been savvy in the roles she selects, and for decades, ever since she first discovered the work of Gloria Grahame while preparing for her role in The Grifters, she’s been interested in taking on the story of the last years of the Oscar-winning actress.Bening has done a remarkable job of capturing Grahame’s look and her breathy way of talking, insuring that her performance is real and using it to explore the still-relevant issues of aging, glamour and relationships.In her day, Grahame was one of Hollywood’s most accomplished creators of femme fatales, a film noir stalwart who won her Oscar for The Bad and the Beautiful and did memorable work in The Big Heat, Crossfire, Sudden Fear and costarring with Humphrey Bogart in In a Lonely Place.Once seen, never forgotten, Grahame had a very particular wised-up affect (“unfathomable and ungraspable” is how critic Judith Williamson described it). But Film Stars doesn’t deal with her time on screen so much as her life off it.In the late 1970s, when Grahame was in her 50s and working on stage in England, she met a 28-year-old actor named Peter Turner, and their friendship turned into a romance and then something more.In 1986, Turner published an affecting memoir on their relationship (it gives the film its title) and it’s been turned into an engaging feature by screenwriter Matt Greenhalgh and director Paul McGuigan.Greenhalgh, whose previous scripts concerned the early days of rockers Ian Curtis of Joy Division (Control) and the Beatles’ John Lennon (Nowhere Boy), is in familiar celebrity territory here, and director McGuigan tries hard to bring visual interest to the proceedings.Film Stars opens in 1981 in Lancaster, England, with Grahame in a theater dressing room, patting a cigarette case Bogart gave her after Lonely Place and preparing to go on stage in The Glass Menagerie.At the same time in Liverpool, Turner (effectively played by Jamie Bell) is working as an actor but back living with his parents, the silent Joe (Kenneth Cranham) and the way more vocal Bella (Julie Walters in familiar territory).Then the phone rings in Liverpool and Turner finds out that Grahame has fallen suddenly ill. It’s clear these two haven’t spoken in a while and that they have a past.In the here and now, Grahame wants to go to Liverpool and recuperate in Joe’s family home under the care of Bella, whom she’s always got on well with.“I could get better there,” the actress says, and though that doesn’t seem completely likely, there’s no doubt that Grahame believes it.Liverpool shuttles regularly back and forth between its time periods, from the pre-illness beginnings of the relationship to the way the end game played out.The pair met in 1979, when they both lived in the same London rooming house. Their connection was immediate and survived a first date watching Alien, which terrified him and made her laugh.Turner has no idea who Grahame is at first, but their landlady clues him in. “She was a big name in black-and-white films,” he’s told. “Not doing too well in colour.”As with most romantic films that don’t have happily ever after in their DNA, the best parts of Liverpool involve what happens when stresses manifest themselves, in this case when Grahame returns to the U.S. and Turner comes with her.One of the film’s more astringent scenes showcases a dinner in Malibu with Grahame’s mother (an effective Vanessa Redgrave cameo) and her waspish sister (Frances Barber), who lets a lot of skeletons out of the closet.Even better is a sequence in New York, told first from Turner’s point of view, and then Grahame’s, that displays Bening’s ability to create a character both fragile and willful but determined to deal with life on her own terms.Bening’s performance deepens as Grahame’s situation grows in complexity, and the reasons she wanted to play this part for so long become increasingly clear. Not every actor’s dream works out well for the audience, but this is one Bening fans will not want to miss. – Los Angeles Times/TNS